CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. All obligations of Parent and Merger Sub under this Agreement are further subject to the fulfillment, satisfaction or (to the extent permitted by Law) waiver by Parent, prior to or on the Closing Date, of each of the following conditions precedent:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in whole or in part to the extent permitted by applicable Law):
(a) (i) the representations and warranties of the Company contained in Article V (other than in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.4 (Capitalization), the second sentence of Section 5.5(a) (Subsidiaries) and Section 5.20 (Financial Advisors) (collectively, the “Fundamental Representations”)), disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect; and (ii) the Fundamental Representations shall be true and correct in all respects (except, in the case of the representations and warranties of the Company in Section 5.4 (Capitalization), for de minimis inaccuracies) as of the date hereof and as of the Closing Date as if made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), and Parent shall have received a certificate signed by an authorized officer of the Company, confirming the foregoing; and
(b) the Company shall have performed and complied in all material respects with all obligations, covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing; and Parent shall have received a certificate signed by an authorized officer of the Company, confirming the foregoing.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to effect the Closing are subject to the satisfaction or waiver, at or before the Closing, of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. Unless waived by Parent and Merger Sub, Parent and Merger Sub’s obligation to consummate the Merger is subject to the fulfillment, on or before the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligation of each of Parent and Merger Sub to consummate the Merger is subject to the satisfaction (or prior written waiver by Parent in its sole discretion) of each condition precedent listed below.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to perform and observe the covenants, agreements and conditions hereof to be performed and observed by them at or before the Closing shall be subject to the satisfaction of the following conditions, which may be expressly waived only in writing signed by Parent:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. Parent and Merger Sub’s obligations to effect the Merger and consummate the other transactions contemplated hereby and by the other Transaction Documents are subject to the fulfillment or satisfaction, prior to or on the Closing Date, of the following conditions; provided that these conditions are for Parent’s or Merger Sub’s sole benefit, as applicable, and may be waived only by Parent or Merger Sub, as applicable, at any time in its sole discretion by providing the Company with prior written notice thereof:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in writing in whole or in part to the extent permitted by applicable Law):
(a) (1) (i) the representations and warranties of the Company set forth in Article V (other than (x) the first sentence of Section 5.1, (y) Sections 5.2, 5.4, 5.5(a), 5.5(b), 5.8(a) and 5.22 and (z) those other representations and warranties that address matters as of a specific date) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made at and as of such time (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), and (ii) the representations and warranties of the Company set forth in Article V that address matters as of a specific date (other than (x) the first sentence of Section 5.1, and (y) Sections 5.2, 5.4, 5.5(a), 5.5(b), 5.8(a) and 5.22) shall be true and correct in all respects as of such dates (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clauses (i) and (ii) to be so true and correct in all respects, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; (2) the representations and warranties set forth in the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.5(b) and 5.22 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though then made at and as of such time (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties), except for representations and warranties set forth in the first sentence of Section 5.1 and in Sections 5.2, 5.4, 5.5(a), 5.5(b) and 5.22 that address matters only as of a specific date, which representations and warranties shall continue as of the Closing Date to be true and correct as of such specific date in all material respects (without giving effect to qualifications as to materiality, Material Adverse Effect, or similar phrases in such representations and warranties); (3) the represent...
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions, unless waived by Parent and Merger Sub in writing:
